Club By Laws

NW Flyers By Laws (printable version)

BY-LAWS

OF NORTHWEST FLYERS

INCORPORATED

 ARTICLE I

PURPOSE

1. The purpose of this Corporation will be as stated in the Articles of Incorporation of

Northwest Flyers Incorporated.

 ARTICLE II

OWNERSHIP

1. New owners may be admitted to the Corporation only after submitting application to

Corporate Secretary, then being approved by all owners in good standing.

 2. An owner in good standing shall be defined as any owner who is not delinquent as

defined in Paragraph 5 of Article II.

 3. The ownership of the Corporation may be limited at the discretion of the Board of

Directors.

 4. A person duly accepted by the Corporation shall become an owner upon payment of

an initiation fee as set from time to time by the Board of Directors. Each owner shall

be assessed a monthly dues as established and directed by the Board of Directors.

 5. Any owner who has failed to pay his dues or any sum due the Corporation by the

thirtieth of the month shall be considered delinquent. When a delinquent owner fails

to pay his dues, or pay any sum owed the Corporation, or to make appropriate

arrangements with the Board of directors for the payment thereof within thirty (30)

days of the due date, the owner is subject to action of two-thirds majority of the Board

of Directors.

 6. An owner may be expelled from the Corporation by two-thirds majority vote of the

owners in good standing, present at a meeting called for that purpose. Fifteen (15)

days notice shall be given to such owner who shall have the right to be heard either

in person or by counsel at a meeting of the Corporation called for this purpose.

Notification of this meeting shall be distributed to all members at least fifteen (15)

days prior to scheduled meeting.

 7. Withdrawal or expulsion from the Corporation by action of the Board of Directors or a

vote of the ownership shall consist of permanent loss of all rights and privileges as an

owner.

 ARTICLE III

MEETINGS OF OWNERS

 1. All meetings of the owners, except as herein otherwise provided, shall be held at a

place to be determined by the President.

 2. The annual meeting of the Corporation shall be held during such time as the

President shall direct.

 3. Notice of the annual meeting of the owners shall be distributed to all owners in good

standing at least fifteen (15) days prior to this meeting.

 4. Special meetings of the owners may be held at such time and place as the President

may determine, or may be called by a majority of the Directors, or by written petition

of at least three (3) owners. It shall be the duty of the Secretary to call such a

meeting within thirty (30) days after such demand.

 5. Notice of special meetings of the owners, stating the time and in general terms the

purpose thereof, shall be given in a like manner as the notice required for the regular

annual meetings. If all the owners shall be present at any meeting any business may

be transacted without previous notices.

 6. At any meeting of the owners, a quorum shall consist of fifty percent of the owners

who are in good standing.

 7. The President, or in his absence the Vice President, or the absence of both the

President and Vice President, a Chairman selected by the owners present shall call

the meeting of the owners to order and shall act as the Presiding Officer thereof.

 8. At the annual meeting of the owners, the owners shall elect by ballot a Board of

Directors as constituted by these By-Laws.

 9. At every meeting of the owners, each owner shall have only one vote, and no proxies

shall be allowed.

 ARTICLE IV

DIRECTORS

 1. The powers, business, and property of Northwest Flyers Incorporated shall be

exercised, conducted, and controlled by a Board of Directors composed of five (5)

owners.

 2. Immediately after each annual meeting of owners, the newly elected Directors shall

hold a meeting and organize by the election of a President, Vice President,

Secretary, Treasurer, and any other officer deemed necessary, and transact any

other business.

 3. The Board of Directors shall cause to be kept a complete record of all its acts and

proceedings of its meetings, and to present a full statement at the regular meetings of

the owners, showing in detail the condition of the affairs of the Corporation.

 4. The Board of Directors shall have the power and authority to promulgate and enforce

all rules and regulations pertaining to the use and operation of corporation property

and to do and perform, or cause to be done and performed, any and every act which

the Corporation may lawfully do and perform.

 5. There shall be a regular quarterly meeting of the Board of Directors held within the

first twenty (20) days of each calendar quarter on a date chosen by the President.

Notice of these quarterly meetings will be distributed to all owners in good standing

so that they may attend as they desire.

 ARTICLE V

OFFICERS

 1. The corporation shall have a President, Vice President, Secretary, and Treasurer.

The latter two said officers may or may not be the same person.

 2. The President may appoint any other officer deemed necessary by the Board of

Directors, to carry out the business of the Corporation.

 3. The President, Vice President, Secretary, and Treasurer, shall be elected by the

Board of Directors from their own number at the first meeting after organization of the

corporation and thereafter, at the first meeting after the regular annual meeting of the

owners, and shall hold office until the next annual meeting and until their successors

are elected and qualified.

 4. Any or all officers of the Corporation may be bonded at the discretion of the Board

and at the expense of the Corporation.

 ARTICLE VI

PRESIDENT

 1. The President shall be the Chief Executive Officer of the Corporation. He shall preside

at all meetings of the Corporation and of the Board of Directors. He may call any special

meeting of the Board of Directors, and shall have, subject to the advice and control of

the Directors, general charge of the business of the Corporation. He shall execute with

the Secretary, in the name of the Corporation, all certificates of ownership, contracts,

and instruments which have been first approved by the Board of Directors, subject to

Paragraph 3 of this Article VI.

 2. The President shall be responsible to the Board of Directors for the operation of the

Corporation.

 3. Where necessary, or where requested by any business institution or agency with which

this Corporation may have business transactions, the officers of the Corporation may

join in the execution of any document, contract, lease, mortgage, or instrument, and in

doing so, bind the Corporation for all legal purposes, subject to the Articles of

Incorporation of the Corporation, subject to the approval of the Board of Directors.

 ARTICLE VII

VICE PRESIDENT

 1. The Vice President shall be vested with all the powers and shall perform the duties of

the President in the case of absence or disability of the President.

 2. The Vice President shall serve as the Safety Officer and also perform such duties

connected with the operation of the Corporation as may be undertaken at the

suggestion of the President.

 ARTICLE VIII

SECRETARY

 1. The Secretary shall keep the minutes of all proceedings of the owners and of the Board

of Directors in books provided for that purpose. He shall attend to the giving and serving

of notices of all meetings of the owners and of the Board of Directors, and otherwise. He

shall keep a proper ownership book showing the name of each owner of the

Corporation, the book of By-Laws, the Corporation seal, and such other books and

papers as the Board of Directors may direct. He shall execute with the President, in the

name of the Corporation, all certificates of ownership, contracts, and instruments which

have first been approved by the Board of Directors. In the absence or disability of the

Treasurer and under the direction of the President, he shall execute in the name of the

Corporation, checks for expenditures authorized by the Board of Directors.

 2. Secretary shall perform all duties incident to the Office of the Secretary, subject to the

control of the Board of Directors.

 3. The Secretary shall also perform such duties connected with operation of the

Corporation as he may undertake at the suggestion of the President.

 ARTICLE IX

TREASURER

 1. The Treasurer shall execute in the name of the Corporation all checks for the

expenditures authorized by the Board of Directors. He shall receive and deposit all

funds of the Corporation in the Bank. The Bank shall be selected by the Board of

Directors and all funds shall be paid out by check. Each check must be cosigned by two

officers. He shall also account for all receipts and disbursements and balance on hand.

 2. The Treasurer shall perform all duties incident to the Office of the Treasurer, subject to

the control of the Board of Directors.

 3. The Treasurer of the Corporation may be bonded, at the expense of the Corporation, all

money transactions of the Corporation shall be handled through the Treasurer.

 4. The Treasurer shall also perform such duties connected with the operation of the

Corporation as he may undertake at the suggestion of the President.

 ARTICLE X

VACANCIES

 1. If the Office of President, Vice President, Secretary or Treasurer becomes vacant for

any reason, the Board of Directors shall elect a successor who shall hold office for the

unexpired term.

 ARTICLE XI

SAFETY BOARD

 1. A Safety Board may be designated by the Board of Directors for each aircraft accident

involving either an owner of the Corporation or any equipment belonging to the

Corporation, providing such accident resulted in damage to equipment.

 2. The Safety Board shall consist of three (3) owners in good standing with a minimum of

twenty-five (25) hours flying time who were not involved in the accident.

 3. The Safety Board shall take all steps necessary to ascertain the facts, conditions, and

circumstances of the accident; shall arrive at conclusions regarding the probable cause

and the responsibility for said accident; and shall make known to the Board of Directors,

and to all parties involved in the accident, its finding in the form of a written report.

 ARTICLE XII

HEARINGS

 1. The Board of Directors, upon receipt of the findings of the Safety Board, shall offer to all

parties involved in the accident the opportunity of a hearing. After the hearing, or if such

hearing is waived by all parties involved in the accident, the Board of Directors shall

decide the financial responsibility, and may assess financial responsibility on the

Corporation owner involved in the accident.

 2. The Board of Directors shall not impose financial responsibility on any owner in excess

of any deductible insurance assessment for any one accident, unless the damage

results from a violation, or some act, which is not covered by insurance carried on the

aircraft, when the party responsible for the damage may be held liable for the full

amount. Recommendations of the Board shall be approved by recorded vote of all

active owners.

 3. All financial obligations imposed on any owner as a result of the decision of the Board

of Directors shall be satisfied within thirty (30) days of written notice.

 4. The Corporation assumes no responsibility to the owner or to any injured or damaged

thing or person for the results of the acts or omissions of an owner while operating

Corporation aircraft except insofar as protection is afforded by any insurance carried by

the Corporation, or carried on any aircraft used by the Corporation.

 ARTICLE XIII

SURPLUS

 1. The net savings or surplus remaining after all operation costs and other expenses have

been paid shall remain in the Corporation’s treasury for the purchases of new

equipment or for contingencies.

 2. In the event this Corporation should be dissolved for any reason, the Board of Directors

shall liquidate all Corporation assets and settle all outstanding debts in accordance with

these By-Laws. Any remaining surplus shall be paid equally to existing owners.

 ARTICLE XIV

GENERAL

 1. The Board of Directors shall have the power and authority to act as they see fit, in the

best interests of the Corporation in any case not covered by these By-Laws.

 2. These By-Laws may be amended by a two-thirds majority vote of the owners in good

standing at any regular or special meeting. Notice of meeting and proposed changes to

these By-Laws shall be distributed to all owners in good standing at least fifteen (15)

days prior to this meeting. Such vote may be taken by postal mail or electronic mail.

When a mail vote is used, the votes will be tabulated 15 days after the date that they

were sent to owners.

 3. All correspondence to owners will be addressed to their last known place of residence

as kept by the Secretary, and shall constitute a valid attempt to reach any owner for any

reason. It shall be the duty of each individual owner to inform the Secretary of the

Corporation of any change in their mailing address. Electronic mail may be used at the

 

 

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